8-K – 2026-06-15 – tm2617786d1_8k.htm

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2026-06-12
2026-06-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the 

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 12, 2026

 

 

 

DIAMONDBACK ENERGY, INC.

(Exact Name of Registrant as Specified in
Charter)

 

DE
 
001-35700
 
45-4502447

(State or other jurisdiction of

incorporation)

 
(Commission File Number)

 
(I.R.S. Employer

Identification No.)

 

500 West Texas Ave.
Suite 100
Midland , TX

 
79701

(Address of principal

executive offices)  
(Zip Code)

 

( 432 ) 221-7400

(Registrant’s telephone number, including
area code)

 

Not Applicable

(Former name or former address, if changed since
last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b)
of the Act:

 

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered

Common Stock, par value $0.01 per share
 
FANG
 
The Nasdaq Stock Market LLC

(NASDAQ Global Select Market)

 

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ¨

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive
Agreement.

 

On June 12, 2026, Diamondback
Energy, Inc., as parent guarantor (the “Company”) and Diamondback E&P LLC (the “Borrower”) entered into
a seventeenth amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of November 1,
2013, with Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), and the lenders party
thereto (as amended, supplemented or otherwise modified to the date thereof and as further amended by the Amendment, the “Credit
Agreement”).

 

The Amendment (i) extended
the maturity date under the Credit Agreement from June 12, 2030 to June 12, 2031, (ii) increased the total commitments
under the Credit Agreement from $2.5 billion to $3.0 billion, and (iii) amended certain other provisions of the Credit Agreement
as set out in the Amendment. Additionally, the Amendment decreased the interest rate applicable to loans and certain fees payable under
the Credit Agreement.

 

The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment attached
hereto as Exhibit 10.1 and incorporated herein by reference.

 

Many of the lenders under
the Credit Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking,
financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries (including in connection
with the transactions described in this Current Report on Form 8-K), for which they have received, and may in the future receive,
customary compensation and expense reimbursement.

 

Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information included in
Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number
 
Description

10.1*
 
Seventeenth Amendment to Second Amended and Restated Credit Agreement, dated as of June 12, 2026, by and among the Company, the Borrower, the lenders and other parties party thereto, and Wells Fargo Bank, National Association, as Administrative Agent.

104
 
Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document.

 

* Schedules have been omitted pursuant to Item
601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”). The Company agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

 

 
 
DIAMONDBACK ENERGY, INC.

 
 
 
 

Date:
June 15, 2026
 
 

 
 
By:
/s/ Teresa L. Dick

 
 
Name:
Teresa L. Dick

 
 
Title:
Executive Vice President, Chief Accounting Officer and Assistant Secretary